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Principle3: Chairman andChief ExecutiveOfficer (“CEO”)
The Company has a separate Chairman and CEO with clear division of roles and responsibilities. The Chairman was an
IndependentDirector until his re-designation toNon-ExecutiveDirector on1 January2014. Hehas no familial relationshipwith
CEO. The Chairman provides leadership to the Board. He sets themeeting agenda in consultationwith the CEO and ensures
that Directors are providedwith accurate, timely and clear information. The CEO has the executive responsibility for the day-
to-day operations of theGroup.
Lead Independent Director (“Lead ID”)
Mr WongMeng Yengwas appointed as Lead ID on 1 January 2014. As Lead ID, Mr Wong is the principal liaison to address
shareholders’ concerns, in which direct contact through normal channels of the Chairman, the CEO or the Chief Financial
Officer (“CFO”) has failed to resolve or for which such contact is inappropriate. All the Independent Directors, including
Lead ID, will meet at least annually without the presence of Executive and Non-Independent Directors to discuss matters of
significancewhich are then reported to theChairman accordingly.
Principle4: BoardMembership
TheNominatingCommittee (“NC”) comprises the following threemembers:
MrWongMengYeng
(Chairman and Lead Independent Director)
Ms Han SahHeok Vicky
2
(Independent Director)
Dr Benety Chang
(CEO, ExecutiveDirector)
Notes:
1
Mr LimHo Seng resigned as amember of theNC on 1 January 2014.
2
Ms Han SahHeok Vickywas appointed as amember of theNCon 1 January 2014.
TheChairmanof theNC,MrWongMengYeng, is neither a shareholder nor directly associatedwith a substantial shareholder
of theCompany.
The NC’s key terms of reference are to review and recommend candidates for appointment and re-appointment of Directors
to the Board and the various Committees, to access the effectiveness of the Board, to nominate any Director for re-election
at the AGM, having regard to the Directors’ contribution and performance and to determine whether or not a Director
is independent.
The NC adopts the Code’s definition of an independent director and guidelines as to relationships in determining the
independence of a director. Each Director is required to complete a Confirmation of Independence form to confirm his
independence. The Independent Directors areMrWongMengYeng,Mr AngMiahKhiang andMs Han SahHeok Vicky.
The NC is responsible for identifying and recommending new Boardmembers to the Board, after considering the needs and
requirements of the Board and evaluating the competencies and suitability of the candidates which include, academic and
professional qualifications, industry experience, number of other directorships, relevant experience as adirector and ability and
adequacy in carryingout required task.
DuringFY2013, theNC recommendedand theBoardapproved theappointmentofMs JeanetteChangasanExecutiveDirector
of theCompany on1 September 2013. TheNC also recommended and theBoard approved the appointment ofMr AngMiah
Khiang andMs Han SahHeok Vicky as Independent Directors on1November 2013 and 1December 2013 respectively.
